Bit Digital (BTBT) VP disposes 40,165 shares in tax-withholding sale

Rhea-AI Filing Summary

Bit Digital, Inc. executive Justin Zhu, VP of Finance and CAO, reported a tax-related share disposition tied to equity compensation. On April 2, 2026, 40,165 ordinary shares were sold to cover tax liabilities triggered by the vesting of restricted stock units under the company’s 2025 Omnibus Equity Incentive Plan. The filing states this was a non-discretionary transaction for tax payment rather than an open-market sale decision. Following the disposition, Zhu directly holds 102,375 ordinary shares of Bit Digital.

Insights

Insider transactions analyst

Routine tax withholding sale with shares still held by executive.

Justin Zhu, VP of Finance and CAO of Bit Digital, Inc., reported a disposition of 40,165 ordinary shares on April 2, 2026. The shares were sold at $1.35 per share to pay tax liabilities from vesting restricted stock units under the 2025 Omnibus Equity Incentive Plan.

The transaction is coded "F" for tax-withholding disposition and is described as not discretionary, meaning it occurred automatically to satisfy tax obligations, not as an active portfolio choice. Such events typically accompany equity awards and carry limited signaling value about management’s view of the stock.

After this tax-driven sale, Zhu directly holds 102,375 ordinary shares. The filing shows no derivative positions or option exercises in this event. Overall, the disclosure appears administrative and compensation-related, rather than a change in investment stance, and would generally be seen as a neutral development.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Zhu Justin

Role VP of Finance & CAO

Type	Security	Shares	Price	Value
Tax Withholding	Ordinary Shares, $.01 par value	40,165	$0.00	--

Holdings After Transaction: Ordinary Shares, $.01 par value — 102,375 shares (Direct)

Footnotes (1)

1. Represents ordinary shares sold to pay tax liability upon the vesting of restricted stock units awarded under the Company's 2025 Omnibus Equity Incentive Plan pursuant to Rule 16b-3 under the Securities Exchange Act of 1934. This does not represent a discretionary transaction by a reporting person. These shares were sold at $1.35 per share, the average market price, on April 2, 2026.

Key Figures

Tax-withholding shares disposed: 40,165 shares Sale price per share: $1.35 per share Shares held after transaction: 102,375 shares

3 metrics

Tax-withholding shares disposed 40,165 shares Ordinary shares sold to cover tax liability on April 2, 2026

Sale price per share $1.35 per share Average market price for tax-withholding sale on April 2, 2026

Shares held after transaction 102,375 shares Direct ownership by Justin Zhu following the tax-related disposition

Key Terms

restricted stock units, 2025 Omnibus Equity Incentive Plan, Rule 16b-3, tax-withholding disposition

4 terms

restricted stock units financial

"tax liability upon the vesting of restricted stock units awarded under the Company's 2025 Omnibus Equity Incentive Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2025 Omnibus Equity Incentive Plan financial

"restricted stock units awarded under the Company's 2025 Omnibus Equity Incentive Plan pursuant to Rule 16b-3"

Rule 16b-3 regulatory

"awarded under the Company's 2025 Omnibus Equity Incentive Plan pursuant to Rule 16b-3 under the Securities Exchange Act of 1934"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zhu Justin

(Last) (First) (Middle)

31 HUDSON YARDS, FLOOR 11

(Street)

NEW YORK NEW YORK 10001

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Bit Digital, Inc [ BTBT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP of Finance & CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares, $.01 par value	04/02/2026	04/02/2026	F		40,165(1)	D	(2)	102,375	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents ordinary shares sold to pay tax liability upon the vesting of restricted stock units awarded under the Company's 2025 Omnibus Equity Incentive Plan pursuant to Rule 16b-3 under the Securities Exchange Act of 1934. This does not represent a discretionary transaction by a reporting person.

2. These shares were sold at $1.35 per share, the average market price, on April 2, 2026.

	/s/ Justin Zhu	04/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Bit Digital (BTBT) VP Justin Zhu report?

Justin Zhu reported a tax-related disposition of 40,165 Bit Digital ordinary shares. The shares were sold automatically to cover tax liabilities from vesting restricted stock units, rather than as a discretionary open-market trade or a change in personal investment strategy.

How many Bit Digital (BTBT) shares did Justin Zhu sell for taxes and at what price?

Justin Zhu disposed of 40,165 ordinary shares at an average price of $1.35 per share. The filing explains these shares were sold specifically to satisfy tax liabilities arising from restricted stock units that vested under Bit Digital’s 2025 Omnibus Equity Incentive Plan.

Does Justin Zhu still hold Bit Digital (BTBT) shares after this Form 4 filing?

Yes. After the tax-related sale, Justin Zhu directly holds 102,375 Bit Digital ordinary shares. This remaining position, disclosed in the Form 4, shows he continues to own a substantial stake despite the non-discretionary disposition used to cover equity award tax obligations.

Was Justin Zhu’s Bit Digital (BTBT) share sale a discretionary open-market trade?

No. The footnotes state the sale did not represent a discretionary transaction. The 40,165 shares were sold to pay tax liabilities upon vesting of restricted stock units, making it a mechanistic tax-withholding event rather than an elective buy-or-sell decision by the executive.

What equity plan is involved in Justin Zhu’s Bit Digital (BTBT) tax-withholding sale?

The transaction relates to awards under Bit Digital’s 2025 Omnibus Equity Incentive Plan. Restricted stock units granted through this plan vested, creating a tax obligation. To cover that liability, 40,165 shares were sold automatically, as disclosed in the Form 4 footnotes for the April 2, 2026 transaction.